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There can be no assurance that actual outcomes will not differ materially from these results. Accordingly, we caution you not to place undue reliance upon such forward-looking statements and results for any reconciliation of non-GAAP measures, mentioned and discussed, please consult our latest management discussion and analysis filed on SEDAR+ and EDGAR. It is now my pleasure to introduce Mr. Raj Grover, President and Chief Executive Officer of High Tide. Thank you. Mr. Grover, you may begin.

Raj Grover: Thank you, Krystal, and good morning, everyone. Welcome to High Tide Inc's. financial results conference call for the third quarter ended July 31, 2023. I will begin with some big picture comments regarding the quarter and our strategy before Sergio and I dig deeper into the numbers. Those of you who have tracked our company for some time have seen our execution. And that time and time again, we do what we say we are going to do. We have a long history of under-promising and over-delivering in a big way at High Tide. And it was no different this time. Specifically, early this year, we publicly stated our goal to be free cash flow positive by the end of the calendar year. Last night, we announced that we achieved this goal in a meaningful way with $4.1 million in free cash flow and with this being the July quarter, we reached this milestone five months ahead of schedule.

Not only is this a very impressive feat in its own right, but being free cash flow positive considerably insulates us from whatever the capital markets bring and it is rare for companies in this industry on both sides of the border to achieve this significant milestone. Over the past several years, we have proven that we know how to grow. We have put up strong same-store sales numbers above our peers organically built dozens of locations and entered into a lot of M&A along the way to building the largest business by revenue and market share in Canadian cannabis. This has been driven by our continuous innovative thinking, which led to the launch of our unique discount club model two years ago, our Elite Paid Membership tier almost a year ago and as announced yesterday, the unveiling of Cabanalytics consumer insights.

CCI is an extension of our highly successful Cabanalytics business and data insights platform, which subject to relevant provincial and federal regulations we expect will provide another high margin opportunity for our company through targeted ad revenue generation. This should also help further solidify our relationship and loyalty loop with our club members product innovators, brand manufacturers and licensed producers. We have never posted a sequential decrease in revenue while now generating 14 straight quarters of positive adjusted EBITDA. Last night's results proved that our existing operation can also generate meaningful free cash. And now that we have clearly demonstrated this, we plan to shift a little further across the spectrum towards growth this quarter and into 2024.

We plan to remain free cash flow positive going forward. Although, the amount may fluctuate in any given quarter, as we pick along the spectrum of growth and cash flow generation as well as keeping working capital changes in mind amongst other considerations. We also made another promise to the market at the beginning of the year that our annual revenue run rate would exceed $0.5 billion by the end of the fiscal year. While we were almost there during Q3, our current run rate has us exceeding that threshold today, once again, ahead of our previously communicated time line. Our same-store sales have been very strong and continue to outpace our peers. With no acquisitions this quarter or last quarter, I highlight that these results were generated entirely from our organic operations.

Further, while the market added close to 100 locations since the end of April, we only added four stores, yet we maintained our national market share of 9.5%, excluding the province of Quebec in Q3. Putting it all together, our stores in Ontario, Canada's largest cannabis market generated 3.4 times the revenue of our provincial peers in June. Nationally, our stores were on a run rate of $2.8 million in June compared to the national average of our peers, excluding Quebec of just $1.2 million. Our customer reach continues to expand as we now have over 1.1 million loyal Cabana Club members, which remains by far the largest bricks-and-mortar cannabis loyalty program in the country. Elite sign-ups have accelerated exactly as predicted as we continue to add more Elite focused in-store offerings and related inventory into our retail network.

We added 5,300, ELITE members since our Q2 call, totaling over 18,800 members today. Whereas on our Q2 call, we announced that we added 4,000 members and similarly 3,500 members on our Q1 call. As a reminder, not only does ELITE help further solidify customer loyalty, but it represents a high margin recurring revenue stream for shareholders. Our innovation does not stop at ELITE. Continued innovation is in our DNA. Yesterday morning, we announced that we have taken the core of our Cabanalytics business and data insights platform and launched Cabanalytics Consumer Insights, a digital monthly publication. CCI will consist of a magazine style extensive report, which highlights market trends, analyze multiple different ways, providing data-driven insights regarding what brands and products are trending in our international ecosystem by category, price point, potency, et cetera., as well as educational and block style features relevant to cannabis enthusiast and the canacuris alike, and this will be provided for free to our customers every month.

CCI will also feature product innovation from LPs, the hottest consumption accessories and cannabinoid brands throughout each issue and eventually other aspects of the cannabis ecosystem such as cannabis seeds, growing equipment and hydroponics. Subject to regulatory approvals, we expect that we will be able to over time, charge these companies to advertise to reach this captive and targeted extremely relevant base of 1.1 million users and growing. Eventually, we plan to roll this out to our 4.6 million total customers worldwide, including 3 million customers in the U.S. As you can see, while most operators are trying to play catch-up, we are constantly innovating seeing how else we can leverage our strengths and points of differentiation and have it create more benefits for both our customers and our shareholders.

Another obvious point of differentiation is our -- in our unique ecosystem is fast tender, which we will touch upon shortly. So big picture, you can see that we are doing great in Canada due to our model and the strength of our team. Now that there is the prospect of very real reform in the U.S., we are excited to one day, hopefully, soon, successfully export our innovative discount club model with all of these innovative and exciting features there as well. I will now go over the highlights from the financials and Sergio will do a deeper time. Revenue for the quarter was $124.4 million just shy of a $500 million annual run rate and up 30% year-over-year and 5% sequentially, led by our same-store sales, which were up 8% sequentially. Over the last seven quarters, our same-store sales are up a tremendous 114%.

Consolidated gross margins were 28% in Q3, whereas they were 27% in each of the preceding four quarters. Once again, it was the margins in our bricks-and-mortar cannabis business in Canada, which accounts for 90% of our total revenue that posted sequential gains again for the sixth straight quarter. You will recall that we highlighted the results of our meaningful cost controls during last quarter's conference call. These efforts to constantly tighten our ship are ongoing. Our SG&A as a percentage of revenue has fallen in each of the past three consecutive quarters from 7% in Q4 2022 to just 5% in Q3 2023. At the same time, the investments we have made in deploying our proprietary fast tender technology are bearing fruit. Increasing adoption of fast tender has contributed towards reducing our salaries, wages and benefits as a percentage of revenue to just 11.1% this quarter, down from 12% a year ago and 11.8% sequentially.

All these percentage points add up as they flow down to a stronger EBITDA figure. Adjusted EBITDA for the quarter was a record $10.2 million. For context, we generated adjusted EBITDA $14.6 million during all of fiscal 2022. We are tremendously pleased with this figure and note that it is up 140% year-over-year and 55% from Q2, which was already a record level at that time. Note that this includes a one-time benefit from the elimination of the social responsibility fee in Manitoba of $2.4 million this quarter. Even without this figure, adjusted EBITDA would have been $7.8 million, still a record level. Finally, our loss from operations, which I note includes $8.5 million of non-cash depreciation and amortization was only $662,000 this quarter within striking distance of breakeven.

This was also a big improvement from $4.7 million in Q3 last year and $2.6 million in Q2 of this year. Competition continues to create struggles for many of our peers more of which are unfortunately going out of business. Accordingly, opportunities, large and small, keep coming our way, some of which have been quite high profile. We have shown over the past several years that whether companies are thriving just a live or in creditor protection. We know how to buy businesses intelligently on terms that best suit our needs. Making sure that we make moves that make sense for our shareholders and not chase and do whatever it takes to always be the highest bidder at any cost. With next month marking the fifth anniversary of cannabis legalization in Canada, we expect that such opportunities will only accelerate.

So we believe there will be ample M&A candidates out there, many of which are worth buying at attractive and accretive multiples. Accordingly, we expect to be more active in M&A in the coming months. Once again, we have proven that our existing business has the scale and strength to generate meaningful free cash flow. Looking ahead, it's time to responsibly step a little harder on the gas towards organic growth while still remaining free cash flow positive. We have signed several high-quality leases, particularly in Ontario, including many in the new and exciting market of Mississauga, which we are currently building out, supported by this internal free cash generation. These quarterly results, which were best in our history and the robust outlook for our business could not have been achieved without the dedication of our strong team.

In particular, I would like to congratulate Sergio Patino who was recently appointed as our permanent Chief Financial Officer. I'm excited for what more we can do together. Sergio, over to you for your comments.

Sergio Patino: Thank you, Raj, and hello, everyone. Q3 was another fantastic quarter for High Tide. I'm thrilled to be part of the team that continues to execute so well on his objectives, including now meeting the critical goals of becoming free cash flow positive to the tune of $4.1 million, marking a significant improvement versus the prior two quarters. We kept growing the top line with industry-leading results, while highlighting that these revenues can flow to generate more and more cash to shareholders. Let's take a deeper dive into the numbers. As Raj mentioned, revenue for the quarter was $124.4 million, up 3% year-over-year and 5% sequentially. The primary driver of this growth was the strength of our same-store sales which is the lifeblood of any retail business.

Same-store sales were up 19% year-over-year and 8% sequentially, even taking into account a higher number of days this quarter versus Q2. Our average daily sales were up 5% sequentially, representing an annualized rate exceeding 20%. As mentioned, consolidated gross margins ticked higher this quarter to 28% versus 27% in each of the past four quarters. Putting it all together, consolidated gross margins dollars rose by 10% sequentially to $34.6 million, double the 5% revenue growth and amplifying our overall profitability. Once again, our cost control were very apparent this quarter. While gross margins increased by $3 million sequentially or $600,000, excluding the benefit from the Manitoba SRF change one-time impact. Total expenses, excluding fixed and non-cash costs such as depreciation, amortization and share-based compensation went down by $600,000.

In particular, professional fees sale by $893,000 sequentially. As we did more work in-house and didn't enter into any M&A this quarter. Operational efficiency as well as increasing adoption of fast tender by our customers resulting in salaries and wages and benefits also fell in by $110,000 sequentially. Despite the higher revenue and three more days in the quarter. Salaries, wages and benefits also fell to 11.1% of revenue in Q3 as a percentage of revenue, down from 12% in Q3 '22, and from 11.8% sequentially. G&A expenses as a percentage of revenue has been on a declining trend over the past several quarters that represents 5.2% of revenue in Q3 equal to Q2 levels and down from 6.6% in Q3 last year. Adjusted EBITDA in Q3, which include a one-time benefit of $2.4 million from the elimination of the Social Responsibility Fee in Manitoba was $10.2 million this quarter.

This was up 140% year-over-year and 55% sequentially. Cash flow from operations before the impact of non-cash working capital was a record $8.4 million, up 258% year-over-year and 53% sequentially. Investments in non-cash working capital were just $850,000 this quarter, which was lower than our usual average versus an investment of $4.1 million in the prior quarter, which was higher than our typical level. Without receiving external funding, our overall cash balance grew by $3.2 million over the course of Q3. Ending the quarter at $25.7 million, which is the most we have had at the end of the quarter in two years. Our total debt stands at $37.7 million, which is just 1.4 times, the $27.3 million in adjusted EBITDA, we generated over the last -- over the past four quarters.

You will note that we recently refreshed our shelf prospectus after our all one had spire (ph). This includes a $3 million ATM supplement, I stress that this doesn't mean that we plan to raise all these funds immediately. This is a good facility to have set up as it allow us to obtain financing when and as needed. Investors will recall how we were very disciplined last time with our old ATM program and having expired after 25 months with about three quarters of it being unused. In closing, Q3 was in -- was not only another record, but also the best quality in High Tide history. The future looks bright, both regarding our core Canadian bricks-and-mortar business as well as regarding prospects to take our winning model into the U.S. down the road.

With that, I will now turn the call over to the operator to open the lines for the question-and-answer session.

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Q&A Session

Operator: Thank you. [Operator Instructions] We will take our first question from Matt Bottomley from Canaccord Genuity. Matt, your line is now open. Please go ahead.

Matt Bottomley: Good morning. Thanks for taking the time for some questions. Yeah. I just wanted to get maybe a little more granular if you have any insights on when you say putting your pedal to the metal on some of the store opening, some of the opportunities that may happen on M&A. So you have a high level goal of reaching about 250 locations. It's about 60% higher than today. So just any commentary on the cadence of that, maybe what we should expect in calendar Q4 for the potential and the mix of M&A versus maybe organic lease openings?

Raj Grover: Good morning, Matt. Thank you for your question. So Matt, so far this calendar year in eight months, we've opened six stores, which is very much not like typical high type what we've done previously. But we've remained very disciplined, Matt, as you know, because our focus has completely been on free cash flow generation. And now that we've proven that our stores can generate meaningful cash, we're going to go back to growth, but in a very disciplined and responsible way. But we're coming pretty close to the end of the year here and getting building premises, I like to work at a lightning fast speed some time, but it doesn't always happen that way. Sometimes it can take one to two, to three months to just get building permits.

So we feel we can get another four to six locations organically by the end of this calendar year. And going forward next year, we're definitely going to up the ante (ph) on the pace of the stores organically. I can tell you that we have secured over 14 to 16 leases, high quality leases, about five of them in Mississauga actually six of them in Mississauga now already in our hands, but we're going to pace out this development because when you open up these stores, they don't start generating EBITDA right away. And you have a bit of an EBITDA burn for the first three to four to six months. And again, we want to be responsible about free cash flow generation. So we're going to pace out this growth. But as our cash grows and as the environmental macro environment, overall gets healthy, we can totally increase the pace a lot more.

So to just wrap this question up, four to six stores by the end of this calendar year. And then going forward, organically, we think we can build another close to 15 to 20 next year. And we are back on to M&A. We have a very exciting location coming up in B.C. We think it's going to be our number one location in British Columbia. We know that BC might open up the market further from eight stores to 12 to 16 stores. So we are going to start getting active on M&A because, as you know, fire and flower opportunity was one with a lot of stores, but there's many of the operators that are facing hardships and we have some really good opportunities to pick up these stores at attractive and accretive multiples.

Matt Bottomley: Got it. Appreciate that. And then just one more for me on the margin profile. So some of your outlook commentary suggesting that the cost savings initiatives and some of the other things you've done in store, like with the kiosks are expected to help continue incremental margin improvement. Just maybe it's more housekeeping, but the $2.4 million that came in from Manitoba this quarter, if you kind of normalize for that, because I assume it's not happening again. It seems like EBITDA -- and I'm assuming everything flows down to adjusted EBITDA. I'm assuming it's 100% margin for that refund. If you normalize for that, I calculate you guys did about a 6% to 6.5% EBITDA margin. Do you think that is sustainable going forward as a new base or would you expect some volatility on that metric?

Raj Grover: It’s great question, Matt. Let me tell you that I'm super excited about our EBITDA margin trajectory. So if you go back five quarters, our EBITDA margin was just sitting at about 3%. And again, that was -- we're dealing with NASDAQ related expenses and Canadian market is tight when it comes to gross margins in general and then our innovative discount club model, were a value-focused operator. So margins have -- we have to very tightly control our margins, but I'm very excited about the fact that we've gone up from just 3% in EBITDA margins to -- if you take the normalized margins after the $2.4 million SRF fee that we got included this quarter, our EBITDA margins have risen to 6.3%. And if you include that fee, our EBITDA margins have gone up to 8.2%.

So we're on an exciting trajectory for EBITDA margins. We think we can take this to 10% to 12% long term at least that is our goal. We've announced CCI, which will be a high margin opportunity in time. Fast tenders will also contribute once we can start licensing that. And I would like, Sergio to touch a little bit on our gross margin trajectory. Sergio, do you want to talk about the gross margins a little bit?

Sergio Patino: Yes. So I guess from a production point of view, it's somewhere around 26, 27 going forward would be a good guideline. And as you probably mentioned, the adjusted gross margin this quarter was about 26%, removing the Manitoba SRF, which is slightly lower than the prior two quarters, which were more on the mid 26%. So a 26% to 27% will be a good trajectory going forward. I should also mention that the new -- the couple of new components that were highlighted in the remarks that CCI, the consumer insights have fast tender licensing becomes as those two products becomes a reality, we expect margins to start ticking up onwards steadily and help us to get to that 27 points.

Matt Bottomley: All right. Thanks both for all the color. I appreciate.

Operator: Thanks, Matt. We will now take our next question from Andrew Partheniou from Stifel. Andrew, your line is open. Please go ahead.

Andrew Partheniou: Hi. Thanks for taking my questions and congrats on the great quarter here. Just wanted to talk a little bit about the competitive environment. You talked about other operators having some challenges. I'm wondering, have you started to see any store closures around your existing store locations yet? And if so, how do you think that's benefiting your same-store sales growth, how do you see that going forward, would it be fair to assume that we're really in the early innings here and it could continue?

Raj Grover: Hi, Andrew. Thank you for your question. So Andrew, our same-store sales trajectory has been on rapid, rapid growth over the last seven quarters or so. As I highlighted in my prepared remarks, we've grown our same-store sales by 114% over the last seven quarters. And you're absolutely correct with the five-year legalization anniversary coming up, a lot of these leases are coming up for renewal and operators are deciding not to do so. And suddenly find out that one of our locations that start operating more optimally, and we look and there's an independent that shut down or a smaller operator that is not in business anymore or even these days, major change like fine flower that are not meaningfully around anymore and ownerships are changing.

So I think that is going to continue, Andrew, good gauge is that we grew our same-store sales at a rate of 5% when calculated daily. It was exactly the same thing this quarter. Sequentially, we grew our same-store sales by 8%. When calculated daily, we grew by 5%, compounded it's still 20% annual growth. So any retailers – if is any retailers dream come true if this continues, I will be happy if I was growing at half that rate. It is still very positive growth. But again, we know that more opportunities are coming in this regard, but I would be -- I can't be very certain to put an exact number in front of you. But like I said, we go down to 2%, 2.5% same-store sales growth, that is still a victory in [Technical Difficulty] since we've already grown 114% over the last seven quarters.

And we still have at least 100 store opportunity in Canada alone. This is all before we even enter the U.S. market. So as those 100 stores get built or get acquired and they start to grow, then the same-store sales growth engine is going to start working again.

Andrew Partheniou: Thanks for that color. And then maybe switching gears. You outlined the U.S. opportunity. And of course, now it seems to be topical. Could you outline any kind of catalysts or conditions that you're looking for to enter to the U.S.? And as well, what are the things that you would not compromise on to enter the U.S. such as maybe a listing?

Raj Grover: Yeah, Andrew. Let me say from the start, okay? We are not going to compromise our NASDAQ listing. It's a price listing. It's every operator's dream to one day trade on the NASDAQ. While we've been trading on the NASDAQ for the last three years. And we're not about to put a risk today just to enter the U.S. market. We've got a lot of growth ahead of us in Canada alone. Let me tell you this that I cannot express my excitement enough of what our business would look like, when we can enter the U.S. and this may happen in the medium term now. Again, I like to be cautious in sort of making big statements. I'm confident about my business model. But again, we are at the mercy of rescheduling happening and the Safe Banking Act taking place.

And also here, if the Safe Banking Act goes through, there's possibilities for NASDAQ -- exchanges such as NASDAQ to allow plant-touching businesses and the same can happen with rescheduling as well. So we're very, very hopeful these things can take place, but we're not absolutely counting on it because we've got another 100 store growth ahead in Canada alone. But to answer your question, we are not going to sacrifice our NASDAQ listing, NASDAQ gives us that liquidity that we are very excited about. And given all of the momentum in the U.S., we might very well get this opportunity sooner than what we were hoping originally. So we are very, very focused. Our government relations team is closely monitoring the progress of both rescheduling and the Safe Banking Act through our membership in the National Cannabis Industry Association and discussions with other industry players in media, it's ongoing.

So we're keeping a close eye, we'll see how this whole thing pans out, but we're excited one way or the other, we don't do anything in the U.S. for the next two years, we can probably add $200 million to $300 million in Canada alone.

Andrew Partheniou: Appreciate that color. I’ll get back in the queue.

Operator: Thank you, Andrew. We will now take our next question from Scott Fortune from ROTH MKM. Scott, your line is now open. Please go ahead.

Scott Fortune: Yeah. Good morning and thank you for the questions. Congratulations on continuing to execute, as you've said going forward here. But I wanted to continue on the U.S. side since we're down here in the U.S. and focusing on that positive momentum. You mentioned the Schedule III potential rescheduling there, Safe Banking, we get a garland memo that can kind of maybe open up the uplifting to the U.S. But more importantly, kind of how do you prioritize, let's say, this does come on board in '24 or you have opportunity move in the U.S. How do you look at it strategically moving into the U.S. with replicating your model you've done in Canada? And then prioritizing the opportunity of continued growth in Canada with the opportunity in the U.S.? Just kind of give us some thoughts of what you're thinking about that for the future there, Raj, that be great.

Raj Grover: Hi, Scott. And thank you for your question. So Scott, look, Canada is the immediate focus, and we have a lot of growth ahead of us, and I don't think U.S. happens tomorrow morning or overnight. But let's just say it was to happen mid next year some time. we have built some great relationships in the U.S. We've been cannabis operators for the last 15 years almost. And we know all of the players big, medium and small-sized operators in the U.S. We've been speaking to multiple operators to execute on an option style agreement, but we've held on to it very responsibly because we didn't want to issue more equity or raise dilutive capital right now just to put a deposit down on a portfolio of stores. But I can very confidently tell you that we've got more than a couple of operators in our Rolodex that we can execute on and enter the United States and invert all of those existing stores into our winning discount club model.

So that will be our approach going into the U.S. We're not going to wait building stores in the U.S. organically one at a time. We've got a better strategy. And I don't want to give up a whole bunch of that strategy on this call today. But I can tell you that we remain very, very confident for when the U.S. opportunity arises, U.S. will take priority for us because that is the most exciting market for us. Absolutely, but in the meanwhile, we're going to continue to crush it in Canada and continue to build more momentum in Canada because the more size and scale we get in this country the more we're able to -- we've tried, tested and perfected our model here. So now it's plug and play for us in the U.S. We know exactly what to do. We are finding at half the gross margins here in Canada and winning.

Given -- once we get that opportunity to plant or flag in the U.S., I think we'll be exceeding expectations. But we'll leave it up to when that actually happens, but we will prioritize U.S. growth over everything when that opportunity arises.

Scott Fortune: Got it. Appreciate that color. That's helpful. And then real quick to shift on -- you saw good acceleration on the lead member growth obviously, that pickup is continuing going forward. Is that primarily tied to expanding the product offering for those unique customers? Just a little bit of color on what's driving to pick up and kind of the future cadence or target describers that you look, you could call them on board with the ELITE offering there?

Raj Grover: Yeah. Absolutely, Scott. So over the last couple of calls, we've mentioned that ELITE sign-ups cannot grow overnight because 1% to 2% of our existing inventory at that time. Let's just take last quarter, for example, we're reflecting ELITE products. So when you have such cool products in the stores and you're showcasing these member prices versus market prices, and you just have 1% of ELITE inventory, yes, the ramp-up is going to be slow and steady. But as we continue to focus on ELITE, which remains a major focus for our company, last quarter, we signed 5,500 members instead of 4,000 the prior quarter, and I believe roughly 3,500 the quarter before. And this was because we added more ELITE focused inventory, more ELITE focused in-store store offerings, which is making it very difficult for our customers to say no to ELITE memberships.

And we’re also incentivizing our bud tenders to do so, which they are very excited about. So we feel that this momentum is going to continue. And we will have more and more sign-ups going forward. And again, I want to remind the listeners and our investors that ELITE remains to be over a 70% gross margin opportunity for our company. So as these sign-ups grow and we get this cash in advance for the entire year from our customers, it is also going to help our margins and cash flow going forward.

Scott Fortune: I appreciate. Congrats again. I’ll jump in the queue.

Operator: Thank you, Scott. Our next question is from Frederico Gomes from ATB Capital Markets. Your line is now open. Please go ahead.

Frederico Gomes: Hi. Good morning and congratulations on a great quarter. Thank you for taking my questions. Just on capital allocation, I guess, now that you have reached the free cash flow target, how are you looking at that use of cash that you're going to build? You mentioned plenty of M&A opportunities ahead. So does that mean that you plan to do those using cash instead of shares as you have done in the past? And then I guess just what sort of cash, cash in your balance sheet, are you looking to build and you would be comfortable with? Thank you.

Raj Grover: Hi, Fred. Thank you for that question. So Fred, let me tell you this. I'm very happy with our cash position where it's sitting today. But am I absolutely thrilled about it. I've said it previously that we -- a company our size that is generating $0.5 billion in annual run rate sales, should have close to $50 million sitting in the bank and we're not there today. And although, we are very fortunate to have a bank line and connect for supporting us through that credit facility, which is extreme rarity in Canadian cannabis. I don't know if any other operator or many other retail operators that have secured such a line. It's not easy to get additional financing. And it's also restrictive in a way of -- due to financial covenants that we have to maintain minimum cash balances with the bank.

In this case, we're sitting at around $9.5 million, $10 million that we cannot touch. So we're really only left with $10 million to $15 million. We had so many opportunities ahead of us, and we want to remain disciplined. We had an ATM facility opened for the last 25 months. And we only used 25% of that facility just to really manage dilutive capital versus non-dilutive. So when some of these M&A opportunities present, we are going to have to act and mostly stock. I am not sitting on a war chest today, although the intention is, as our equity prices grow and become stronger, yes, we want to act upon raising more capital because we've proven we are successful operators. We know we have the best model in the country. Now all we need is a little bit of additional cash where we could start doing these things more comfortably.

But because we've been responsible in the past, we want to do exactly that thread. And like I said, we have some restricted covenants because of the situation in the cannabis industry, where banks are keeping it tight currently, and we have to -- we cannot touch $9.5 million to $10 million. Although that also gives us security because that money is just sitting in the bank. We don't have access to too much capital. So we may have to use shares going forward, but we are only going to touch opportunities that are going to yield tremendous value for our shareholders. We're not looking to just dilute our shareholders for anything that comes our way. As I mentioned, the fine flower opportunity happened. And we don't always want to be the highest bidder on the table, right?

Whether we would have raised additional cash to facilitate that or pay it out in all stock. We know what we can get at this time, and we've been very, very responsible with that. So going forward, it may be a little bit of a hybrid for both, but we're going to be very selective even when we're issuing stock, we're going to be selective on the best opportunities only.

Sergio Patino: And let me just add just one point here on the capital allocation. The main priority that we have right now, one of the key components is in addressing the debt, which is the debenture we're looking at amending the payment terms as priority one before we start allocating cash to different alternatives. And the second one is extending the maturity of the notes payable to at about $50 million. So those are key components that we want to resolve here within the next 90 days or so before the end of the year.

Frederico Gomes: Thank you. That's great color. And then just my second question, just on margins. So when you look at the brick-and-mortar retail margins, I guess, another impressive quarter, you have been expanding that at a pace of 1% every quarter, I guess, for the past four or five quarters. So do you think this trend is going to continue? What are system levers that you're pulling to drive those increases? How much of it is maybe just increases in prices and how much of it is just related to some of your other measures in terms of white label products and the ELITE program. So just curious what you're doing to drive that increase? And I know that you mentioned 26%, 27% gross margin. That's a good outlook. But just thinking about that brick-and-mortar retail expansion, maybe that's a little bit too conservative. So thanks for any color there. Thanks.

Raj Grover: Sure, Fred. So Fred, we're not going to be aggressively expanding. Like, we've expanded 1% a quarter over the last six quarters now. in our brick-and-mortar stores. And we've lost a little bit on the e-commerce side just to keep our e-commerce business relevant for when the switch – when we flick the switch again and we're back to e-commerce growth, we're just making sure that we can balance both at this time. But our members are really enjoying our concept. As you can see, we grew by another 6% in our membership base from 1,040,000 to 1.1 million Cabana Club members now. So we don't want to overly be aggressive on margin expansion. We will be actually slowing down a little bit and stabilizing our margins a little bit.

So we can continue to gain market share because what we've learned from our model, the more tighter we remain on the market, we see a lot of the noise and a lot of the smaller operators starting to get out of the race, simply because they cannot compete. So if we sit on a horse and start expanding our margins, then we're not that competitive with everybody else. So we want to kind of remain stable. We had a lot -- we have a lot of levers that we can pull, such as ELITE sign-ups, which is also contributing towards the margin. We have white label offerings that are also contributing towards the margin. And then we're also increasing product prices. and we can always do that, and we are going to generate more exclusive ELITE inventory, which will also have House branded products, which will give us another margin expansion opportunity.

But we have other levers to pull through when it comes to margin growth, like Sergio mentioned, when fast tender licensing becomes a reality, and we can start licensing in the U.S., we don't really need to push brick-and-mortar margins very aggressively. We can always go do that. We're also looking at our e-commerce margins right now, which we've held very, very tightly. We're going to slightly expand them as well. So we've got a lot of different levers we can pull and not only just keep pushing product prices up in our ecosystem. But as operators fail or cannot make it or don’t renew their leases here in Canada, suddenly, we’re the only game in town, you can bet on it that margins are going to continue to go up.

Frederico Gomes: Thank you very much for the color.

Operator: Thank you, Fred. Our next question is from Andrew Semple from Echelon Wealth Partners. Your line is now open. Please go ahead.

Andrew Semple: Hi, there. Congrats on the strong beats and High Tide's first quarter of positive free cash flow. You mentioned that with achieving positive free cash flow, you'd review the pace of, I guess, organic growth in store developments. We recently saw three stores open in Ontario over the last 1.5 months. So it appears to be a pretty good sign that you're, again, maybe perhaps accelerating your investments into stores. Could you maybe talk about your outlook for new store openings for the balance of this fiscal year and going into next year?

Raj Grover: Hi, Andrew. Thank you for your questions. So yes, the balance of this year, again, we only have 3.5 months, four months left now. And Andrew building permits is sometimes our biggest challenges like we've had the Mississauga leases for quite some time now, but we're waiting on building permits. We have six very attractive locations that we are waiting to build there, and that is a high priority for us. But I don't even think we're going to be able to get to all six this year. We maybe get two to three in Mississauga in Ontario and another two to three, one in BC for sure, that we are working on, and I'm super excited to share that location with everybody and maybe one or two additional ones in Ontario. So overall, we think we can do four to six locations by the end of this year.

And now that we have free cash flow generation, of course, we want to keep in mind that we're always free cash flow positive going forward, although, the delta is going to vary, the quantum is going to vary. We were -- I was extremely happy that we got to $4.1 million this quarter, but I cannot sacrifice store growth going forward every quarter. And our whole recipe for success has been our size and scale. It's like the chicken and egg. If we wouldn't have built this past this efficiently, we wouldn't get to free cash flow today. We wouldn't have these exceeding EBITDA trajectory that we are on right now, right? So what we're going to do is we're going to be very disciplined and responsible in our approach. We are going to look at some M&A so we can start getting momentum on both sides.

You'll see about four to six locations added this year, and then you're going to see another 15, 20 organically next year, maybe a little more, but definitely another 10, 15, maybe in M&A next year.

Andrew Semple: Great. That's very helpful. And then I just want to switch gears maybe with the loss of fire and flower in the marketplace. I'm wondering, if you've seen any inbound calls from the LPs on your data licensing business, given it's now definitely one of the largest offerings in the industry. And maybe a bolt-on question to that too, would be whether you've received any early indications of interest from potential advertising partners for the new Cabanalytics consumer insights offering that you'll be launching here in the near term?

Raj Grover: Sure, Andrew. So Andrew, Cabanalytics business and data insights has been an extremely successful program for us. But unfortunately, some of our customers, which are licensed producers mostly. A lot of them are facing CCAA, and there's a lot of pressure on that end. Initially, when we were opening stores, we can generate data from all of these stores and we were really ramping up on our Business Insights platform. Well, that has really slowed down now and stabilized, although, I'm happy that it's not got in negative territory because I can't control what happens on our customer side. So what we did is, we decided to leverage our overall Cabanalytics ecosystem. We saw that we have 1.1 million members of the Cabana Club no one else does.

We have 4.6 million international customers no one else does. And the best way to solidify the loyalty loop with our club members is by constantly reinforcing Cabanalytics lowest price ecosystem that they've come to love and trust and also solidify our relationships with all of the brands and product manufacturers that would want to have a platform like CCI to showcase and promote their successful brands. So CCI is going to be a high-margin business for us, of course, subject to federal regulations because there's a lot of federal and provincial regulations in play when it comes to marketing and advertising opportunities with licensed producers. But we can act on CBD, we can act on accessories today. We can act on seeds today. And we have so much consumer level data across the cannabis value chain through a diversified international cannabis ecosystem that this is going to be an exciting project for us, and I haven't been so excited about a project in a while since ELITE.

So this is going to be our next winning project, and I feel that this is going to further make LPs very excited to work with us in CBD and accessory companies, very, very excited to showcase their success in this magazine-style publication that we are launching.

Sergio Patino: Raj, I guess the first part of the question was about the wholesale business. If we have seen any interest in the wholesale business due to fire and flower going out. And I guess I could answer the first part and is, no we haven't seen it. And one of the things that I should highlight as part of the due diligence that we did through that potential acquisition -- this is a line of business that we want to be very careful in terms of the margins, low margins, high exposure to AR. So we're very, very careful there anyway. So you want to add something there on that part?

Raj Grover: No, you're totally right, Sergio. Look, Andrew, the wholesale part of Saskatchewan is extremely tiny for us. It's really facilitating the existing stores that we have in Saskatchewan, but we're rapidly growing. But it's not our focus, and it's a low-margin business. So we're not overly concerned one way or the other on this business coming our way in a very big way, and these assets were also purchased by a private operator, which was publicly disclosed. So it's not like that the wholesale business is shut down and the LPs have stopped doing business with them. We are still growing in our wholesale business at Saskatchewan, but it's a really tiny portion of our overall portfolio. And we've always been a retail-focused company, as you know, Andrew, from the very beginning. So it doesn't matter to us one way or the other. And we continue to focus on our retail operations.

Andrew Semple: That’s very helpful. I’ll get back into queue. Thanks for taking my questions.

Operator: Thank you, Andrew. [Operator Instructions] We have no further questions at this time. So with that, I will turn the session back over to High Tide’s Chief Executive Officer; Raj Grover for final comments.

Raj Grover: Thank you, operator, and thank you to everyone for your interest and continued support for High Tide. We're very proud of what we achieved this quarter and remain excited about the road ahead. With that, I will ask the operator to close the line. Have a great day, everyone.

Operator: This concludes today's conference call. Thank you for your participation. You may now close your lines.